MIRA INFORM REPORT

 

 

Report Date :

31.10.2007

 

IDENTIFICATION DETAILS

 

Name :

RFCL LIMITED

 

 

Formerly Known As :

RANBAXY FINE CHEMICALS LIMITED

 

 

Registered Office :

Village Gangguwala Paonta Sahib, Sirmour, Himachal Pradesh

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

22.01.1991

 

 

Com. Reg. No.:

06-11011

 

 

CIN No.:

[Company Identification No.]

L24209HP1991PLC011011

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

PTLR11106E

 

 

PAN No.:

[Permanent Account No.]

AABCR7314N

 

 

Legal Form :

A Closely held Public Limited Liability Company. 

 

 

Line of Business :

Manufacturing, importing, exporting and trading of chemicals, reagents and fine chemicals.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 480000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

The company’s entire shares has been brought by The Western India Trustee and Executor Company Limited [India Advantage Fund – I] acting through its Fund Manager ICICI venture Funds Management Company Limited. Trade relations are fair. Financial position is satisfactory. Payments are usually correct and as per commitments.

 

The company is doing well.

 

It can be considered good for normal business dealings at usual trade terms and conditions.

 

 

LOCATIONS

 

Registered Office :

Village Gangguwala Paonta Sahib, Sirmour, Himachal Pradesh, India

E-Mail :

rfcl@ranbaxyfinechemicals.com

info@rfcl.in

sushil.mehta@rcfl.in

Website :

http://www.ranbaxyfinechemicals.com

http://www.rfcl.in

 

 

Head Office :

A – Okhla Industrial Area Phase – 1, Okhla, New Delhi – 110020, India

Tel. No.:

91-11-26811592 / 26817509 / 42395700 / 41609171-75 / 42395564 / 42395750-50

Fax No.:

91-11-51609189 / 26813676

 

 

Branches :

Survey No. 552 & 552 / 1, Industrial Zone, Sarkhej – Ahmedabad

 

Jaggi Complex, G T Road, Ambala

 

1st Cross, 1st Floor, Pantharpalya, Muthachari Industrial Area, Nayandahalli, Off, Mysore Road, Bangalore – 560039

 

Bb-1-4, 12-15, 21 Village Kalher, Agra Road, Taluka Bhiwandi, Thane, Maharashtra

 

No. 5-1 SF No. 359, Tank Road, Near Elgi Industrial Area, Unit III, Opp. Santhi Singanallur, Coimbatore – 641005

 

Plot No 38, Khata No. 430 of Mauza Cuttack Sadar, Junspatna, Unit No. 24 Ward No. 25, Cuttack, Orrisa

 

J-1 & J-3, J R Complex No. 1, Village Mandoli, Sewedham, Delhi

 

35/1717, South Janatha Road, Cochin

 

547 A, Shibban Pura, Delhi Meerut Road, Ghaziabad

 

Rukmini Gaon, G S Road, Dispur, Guwahati

 

Survey No. 33, Old Bowenpally Secunderabad – 11

 

1 & 2, S No. 15/1, Village Pipliya Kumar, Near Mittal Tokanta, Mr-11, Ring Road Square, Dewas Naka, Indore

 

Plot No A – 115 & 116, Jan Path Parashwanath Colony, Nirman Nagar, Jaipur

 

5 Kustia Road, Kolkata – 39

 

Gangan alace, Bagia No. 2, Kanpur Road, Near Transport Nagar, Lucknow

 

A /12, Patrakar Nagar, Kankarbagh Road, Patna – 800020

 

Daldal Seoni Road, Mowa, Raipur – Chatisgarh – 492005

 

164/4 A, 3 B Fursungi, Haveli, Pune , Maharashtra, India

 

Khasra No. 19/13/1 [3-14]   , 18/1, [2-13] Hadbast No. 234, Opp Bajaj Scooter Godown, Khewat / Khatoni No. 636/791, Pabhat, Zirakpur, Patiala

 

C-50 Industrial Area Phase – II, SAS Nagar, Mohali, Punjab

 

141-Annasalai, Saidapet, Chennai – 600015

 

A – 139 Rajlaxmi Complex, Opp. Telephone Exchange, Old Padra Road, Vadodara – 390016

 

Plot No. F1-1, Sector 6B, BHEL Industrial Estate, Haridwar – 249403, Uttaranchal 

 

 

DIRECTORS

 

Name :

Mr. B.K. Raizada

Designation :

Chairman

Address :

L-32 / 07 SLF Qutab, Enclave Phase – II, Gurgaon – 122001, Haryana, India

Date of Birth/Age :

17.04.1944

Date of Appointment :

28.04.1997

 

 

Name :

Dr. Nityanand

Designation :

Director

Address :

B-62 Nirala Nagar, Lucknow – 226007, Uttar Pradesh

Date of Birth/Age :

01.01.1925

Date of Appointment :

28.04.1997

 

 

Name :

Dr. Yatendra Kumar

Designation :

Director

Address :

I-26/5, DLF Qutab, Enclave Phase – II, Gurgaon – 122001, Haryana, India

Date of Birth/Age :

20.07.1955

Date of Appointment :

24.08.2001

 

 

Name :

Mr. Ameet H Desai

Designation :

Director

Address :

B-64 Soami Nagar Near, Panchsheel Park, New Delhi – 110017

Date of Birth/Age :

04.10.1963

Date of Appointment :

11.08.2003

 

 

Name :

Dr. Naresh Kumar

Designation :

Director

Address :

House No. 103, Sector 35-A, Chandigarh, Union Territory

Date of Birth/Age :

13.08.1952

Date of Appointment :

16.06.2000

 

 

Name :

Mr. D S Kaul

Designation :

Director

Address :

B-64 Soami Nagar Near, Panchsheel Park, New Delhi – 110017

Date of Birth/Age :

25.07.1957

Date of Appointment :

11.08.2003

Date of Ceasing :

10.06.2004

 

 

Name :

Mr. Aluri Shrinivasa Rao

Designation :

Director

Address :

9B, West View, 2nd Floor, San Francis Road, Bandra West, Mumbai – 400050

srinivasa.aluri@iciciventure.com

Date of Birth/Age :

13.02.1965

Date of Appointment :

29.11.2005

 

 

Name :

Mr. Puggera Mandappa Devaiah

Designation :

Director

Address :

# 315, “Chinhome” 4 A Cross, 3rd Main, HRBR Layout, 3rd Block, Opp-JVV, Kamanhalli, Bangalore – 560043

Date of Birth/Age :

15.02.1965

Date of Appointment :

29.11.2003

 

 

Name :

Mr. Sushil Mehta

Designation :

Director

Address :

MA –1/6-2A, Garden Estate, Gurgaon – 122001, Haryana

sushil.mehta@rfcl.in

Date of Appointment :

06.12.2005

 

 

Name :

Mr. Apurva P. Patel

Designation :

Director

Address :

Sunshine Building, Flat 84, Rahabali Patel Road, Breach Candy [BH Desai Road] Mumbai - 400026

Date of Birth/Age :

22.10.1971

Date of Appointment :

06.12.2005

 

 

Name :

Mr. K. S. Patawari

Designation :

Director

Address :

14/84, Vikram Vihar, lajpat Nagar – IV, New Delhi – 110024, India

Date of Birth/Age :

15.06.1955

Date of Appointment :

07.04.2005

 

 

KEY EXECUTIVES

 

Name :

Mr. Ramana Venkata K

Designation :

Company Secretary

Address :

148, Akash Darshan Apartments, Mayur Vihar Phase – I, Delhi - 110091

Date of Birth/Age :

01.07.1960

Date of Appointment :

24.08.2001


 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 14.09.2006

 

Names of Shareholders

 

No. of Shares

The Western India Trustee and Executor Company

 

5549994

Beena M. Chotai

Nominee of ICICI Venture Funds Management Company Limited

 

1

P. M. Devaiah

Nominee of ICICI Venture Funds Management Company Limited

 

1

T S Suresh

Nominee of ICICI Venture Funds Management Company Limited

 

1

Anselm Pinto

Nominee of ICICI Venture Funds Management Company Limited

 

1

Ajay Rathi

Nominee of ICICI Venture Funds Management Company Limited

 

1

Jayatheerta V.

Nominee of ICICI Venture Funds Management Company Limited

 

1

Total

 

5550000

 

Equity Share Break Up

 

Names of Shareholders

 

Percentage of Holding

Bodies corporate

 

100.00 %

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing, importing, exporting and trading of chemicals, reagents and fine chemicals.

 

 

Products :

Fine Chemicals

 

The product range includes the following :

 

Ø       Laboratory Chemicals

Ø       Disinfectants

Ø       Stains

Ø       Indicators (paper & solution)

Ø       Solvents (HPCL grade)

Ø       Antimony trioxide (coated)

Ø       Copper (I) iodide

Ø       Potassium iodide

Ø       Cobalt acetate

Ø       Antimony triacetate

Ø       Manganese (II) acetate

Ø       Sodium acetate (anhydrous / trihydrate)

Ø       Zinc acetate

Ø       Sugar chemicals

Ø       Paper chemicals

Ø       Slimicides (for alkaline & acidic medium)

Ø       Flocculating agents

Ø       Biocides

Ø       Leather preservatives

Ø       Water treatment chemicals

Ø       Corrosion inhibitors

Ø       Sequestering agents

Ø       Oilfield chemicals

Ø       Degreasing agents

Ø       N-Methyl-4-chloropiperidine

Ø       N-Carbethoxy-4-piperidone

Ø       p-Bromobenzyl bromide

Ø       3-Chlorobenzyl chloride

Ø       Methyl nicotinate

Ø       Trimethylsulphoxonium iodide

Ø       p-Bromobenzyl cyanide

Ø       Ethyl nicotinate

Ø       Methyl isobutyl acetate

Ø       2,3,5-Triiodobenzoic acid

Ø       Pyridine hydrobromide

Ø       2-Methoxypropane

Ø       Sodium-2-ethyl hexanoate

Ø       3-Chloroperoxybenzoic acid

Ø       Methyl iodide

Ø       3,5-Diidosalicylic acid

Ø       3-Chlorobenzaldehyde

Ø       Azacyclonol

Ø       2-Cyano-4-methylbiphenyl

Ø       Methyl-2-(2-aminothiazole-4-yl)

Ø       2-methoxyiminiacetate

Ø       Cyclopropane-1e

Ø       1-dicarboxy acid

Ø       Trimethyl borate

Ø       N, N-Dimethylbenzamide

Ø       2,4-Dichlorobenzyl chloride

Ø       9-Fluorenemethanol

Ø       4-(p-Chlorophenyl)-4-hydroxypiperidine

Ø       Manganese dioxide

 

PRODUCTION STATUS

 

Particulars

 

 

 

Actual Production

Chemicals

 

 

 

244558770

 

 

GENERAL INFORMATION

 

No. of Employees :

400

 

 

Bankers :

  • Punjab National Bank, Nehru Place Branch, Delhi - 110 019
  • ANZ Grindlays Bank Limited, H-Block, Connaught Circus, P. O. Box 317, Delhi - 110 001.
  • ICICI Bank Tower, Bandra Kurla Complex, Bandra [East], Mumbai, Maharashtra, India
  • YES Bank Limited, 9th Floor, Nehru Centre, Discovery of India, Dr. Annie Desant Road, Worli, Mumbai – 400018, Maharashtra, India

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

J L Malhotra & Associates

Chartered Accountants

Address :

1090, Hardiyan Singh Road, Karol Bagh, New Delhi – 110005, New Delhi, INDIA

Tel. No.:

91-11-25815558

Fax No.:

91-11-56228985

 

 

Associates/Subsidiaries :

Domestic

 

Ø       Solus Pharmaceuticals Limited

Ø       Rexcel Pharmaceuticals Limited

Ø       Vorin Laboratories Limited

Ø       Vidyut Investment Limited

Ø       Ranbaxy Drugs & Chemicals Company

Ø       Ranbaxy Drugs Limited

 

Overseas

 

Ø       Ranbaxy (Gunagzhou China) Limited, China

Ø       Ranbaxy (Netherlands) B. V., Netherlands

Ø       Ranbaxy Nigeria Limited, Nigeria

Ø       Ranbaxy Hongkong Limited, Hongkong

 

 

Parent Company :

Ranbaxy Laboratories Limited, Sahibzada Ajit Singh Nagar - 160055, Dist. Ropar, Punjab, INDIA

Tel. No. 91-11-6452666-72

Fax No. 91-11-6465748

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

10000000

Equity Shares

Rs. 10/- each

Rs. 100.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

5666384

Equity Shares

Rs. 10/- each

Rs. 56.664 millions

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.12.2004

To 31.03.2006

[15 Months]

31.12.2004

[12 Months]

31.12.2003

[12 Months]

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

55.500

55.500

55.500

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

66.456

45.682

4.630

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

121.956

101.182

60.130

LOAN FUNDS

 

 

 

1] Secured Loans

677.669

0.000

0.000

2] Unsecured Loans

0.000

0.000

40.000

TOTAL BORROWING

677.669

0.000

40.000

DEFERRED TAX LIABILITIES

 

 

 

 

 

 

 

TOTAL

799.625

101.182

100.130

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

345.512

13.912

11.678

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

0.000

1.743

1.744

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

301.580

76.825

69.524

 

Sundry Debtors

242.655

56.769

61.468

 

Cash & Bank Balances

92.810

24.249

19.487

 

Other Current Assets

0.000

0.000

0.00

 

Loans & Advances

104.324

48.439

22.252

Total Current Assets

741.369

206.282

172.731

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

243.823

92.798

79.584

 

Provisions

52.575

27.957

6.439

Total Current Liabilities

296.398

120.755

86.023

Net Current Assets

444.971

85.527

86.708

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

Assets pending for capitalization

9.142

 

 

 

 

 

 

TOTAL

799.625

101.182

100.130

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.12.2004

To 31.03.2006

[15 Months]

31.12.2004

[12 Months]

31.12.2003

[12 Months]

Sales Turnover

1157.061

462.058

348.312

Other Income

23.581

7.078

--

Total Income

1180.642

469.136

348.312

 

 

 

 

Profit/(Loss) Before Tax

131.974

66.467

30.278

Provision for Taxation

36.597

21.518

6.264

Profit/(Loss) After Tax

95.377

44.949

24.014

 

 

 

 

Earnings in Foreign Currency :

 

 

 

Total Earnings

NA

7.631

2.040

 

 

 

 

Imports :

 

 

 

Total Imports

NA

44.770

25.424

 

 

 

 

Expenditures :

 

 

 

Salaries, Wages, Bonus, etc.

82.509

25.451

 

 

Payment to Auditors

0.309

0.176

 

 

Insurance Expenses

4.906

2.269

311.580

 

Other Expenditure

302.049

137.484

 

Total Expenditure

389.773

165.380

311.580

 

KEY RATIOS

 

PARTICULARS

 

 

31.12.2004

To 31.03.2006

[15 Months]

31.12.2004

[12 Months]

31.12.2003

[12 Months]

PAT / Total Income

(%)

8.08

9.58

6.89

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

11.41

14.38

6.89

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

12.14

30.19

16.42

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

1.08

0.66

0.50

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

7.99

1.19

2.10

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.50

1.71

2.01

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

History

 

The company “Rambaxy Fine Chemicals Limited” is engaged in the business of dealings in Reagents, Formulations, Chemicals [including Fine Chemicals]. The company also deal in Life Sciences and related Research activities. The company was earlier wholly owned subsidiary of Ranbaxy Laboratories Limited [Ranbaxy]. However, now the entire share capital of the company has been purchased by Western India Trustee and Executor Company Limited thought its Fund Manager ICICI venture Funds Management Company Limited. In terms of understanding with Ranbaxy the new owners cannot use the word Ranbaxy, Hence change of the name is required. The company is well known in the market by its abbreviated form i.e. “RFCL”. RFCL is also the trade mark of the company. Hence the Board has decided in its Board Meeting held on 27.07.2006 to change the name of the company to RFCL limited subject to proposed name made available by Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh. The letters RFCL also signify as follows :

 

R – Reagents

F – Formulations

C – Chemicals

L – Life Sciences

 

In order to retain its identity as it is known in the market by its shorter form as “RFCL” is is proposed to change the name from Ranbaxy Fine Chemicals Limited to RFCL Limited.

 

The company has been awarded with "ISO 9002" Certification for its manufacturing system.

 

Subject [RFCL], till recently a 100 % subsidiary of India Pharma major, Ranbaxy Laboratories Limited, is now owned by ICICI Bank Venture Capital Fund is managed by a highly dynamic group of professionals with focus on 4 special business units RANKEM Scientific Laboratory Solutions,  VETNEX Next Generation Veterinary Solutions for Livestock, Poultry and pets, DIAGNOVA, in vitro Diagnostics, and NEOSYNTH custom synthesis, that together account for a INR 1485 million business group. The four business segments cover a wide range of customer industries like Pharmaceuticals, Biotechnology, R & D Laboratories, Food Processing, the veterinaries,   Aqua and Poultry farms, in Vitro Diagnostic facilities in clinical labs, hospitals, and nursing homes.

 

The company's fixed assets of important value include machinery, air-conditioning plant & equipment, moulds & dies, furniture & fixture, office equipment and computer & accessories.

 

The chemical industry which had been on a path of high growth since liberalisation, slowed down in FY’97. Year-on-year growth rate in Index of Industrial Production (IIP) for chemical production in FY’96. This slowdown has been attributed to a number of reasons. The overall slowdown in economy, including that of the agriculture sector has bad on impact on the chemical industry. The impact of reforms on the industry has also been severe.

 

Caustic soda is manufactured/sold in liquid (lye) or solid (flakes) form. It finds usage in diverse applications such as in the manufacture of paper, alumina, man-made and cotton fibres, soaps/detergents and a host of chemicals. Chlorine is a co-product and for every tonne of caustic soda manufactured, 0.88 tonnes of chlorine is produced. Chlorine is used in a number of applications such as in the manufacture of PVC and several other organic/inorganic chemicals.

 

Soda ash, chemically known as Sodium Carbonate is a versatile inorganic chemical with a wide variety of applications. It is largely used in the manufacture of detergents, silicates and several downstream chemicals. The domestic soda ash industry has been facing the onslaught of imports for quite some time.

 

The industry is likely to continue to be a net importer although imports may be lower in the coming year due to larger capacities in the domestic market. The competitiveness of the industry will be severely tested as import duties on the furnished products come down further and foreign major seek to establish a toehold in the country.

 

Directors

 

Mr. S. D. Kaul resigned as Director of the company effective June 10, 2004. The directors placed on record their appreciation for valuable contribution made by him tenure as a directors of the company.   

 

Mr. S K Patawari was appointed as additional Directors of the company effective April 07, 2005 and holds office upto the ensuing Annual General Meeting. The company has received a notice from a member under Section 257 of the companies Act, 1956 proposing the candidature of Mr. S K Patawari as Directors of the  company.

 

Mr. Nityanand Director retires by rotation at the ensuing Annual General meeting and is eligible for reappointment. 

 

Form 8 Particular for creation or modification of charges 

Corporation identity number or foreign company registrations number of the company 

L24209HP1991PLC011011

Name of the company

RANBAXY FINE CHEMICALS LIMITED

Address

Village Gangguwalapaonta Sahib, Sirmour, Himachal Pradesh

This Form is for

Creation of Charges

Type of Charges

Hypothecation

Particular of the charge holder 

ICICI Bank Tower, Bandra Kurla Complex, Bandra [East], Mumbai, Maharashtra, India

ramenramandal@icicibank.com

Nature or description of the instrument creating charge  

Deed of hypothecation dated 27.08.2006 of receivable, stock, movables properties and other current assets

Date of the instrument creating charge

27.08.2006

Amount Secure by the charge

Rs. 345.000 Millions

Brief of the principal terms and conditions and extent and operation of the charge

As per term and condition

Description of the property charge whether it is a charge on

Stock in trade, Furniture and Fixture, Book debts, vehicles, fixed deposits and other

Particulars of the Property charged  

First and pari passu charge by way of hypothecation of the company entire movable properties, stock  of raw materials, semi finished goods and finished goods consumable stress and such other moveable including book debts, bills whether documentary or clean, outstanding monies, receivables both present and future.

 

 

Corporation identity number or foreign company registrations number of the company 

L24209HP1991PLC011011

Name of the company

RANBAXY FINE CHEMICALS LIMITED

Address

Village Gangguwalapaonta Sahib, Sirmour, Himachal Pradesh

This Form is for

Creation of Charges

Type of Charges

Hypothecation

Particular of the charge holder 

ICICI Bank Tower, Bandra Kurla Complex, Bandra [East], Mumbai, Maharashtra, India

ramenramandal@icicibank.com

Nature or description of the instrument creating charge  

Deed of hypothecation dated 27.08.2006 of receivable, stock, movables properties and other current assets

Date of the instrument creating charge

27.08.2006

Amount Secure by the charge

Rs. 345.000 Millions

Brief of the principal terms and conditions and extent and operation of the charge

As per term and condition

Description of the property charge whether it is a charge on

Stock in trade, Furniture and Fixture, Book debts, vehicles, fixed deposits and other

Particulars of the Property charged  

First and pari passu charge by way of hypothecation of the company entire movable properties, stock  of raw materials, semi finished goods and finished goods consumable stress and such other moveable including book debts, bills whether documentary or clean, outstanding monies, receivables both present and future.

 


 

Name of the company

RANBAXY FINE CHEMICALS LIMITED

Presented By

ICICI BANK LIMITED

1) Date and description of instrument creating the change

Credit facility agreement overall working capital limit and deed of hypothecation both dated 10.11.2000

2) Amount secured by the charge/amount owing on the securities of charge

Rs. 139.000 Millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

An exclusive first charge to created to be created in favour of ICICI Bank by way of hypothecation of the Borrowers entire stocks of raw materials, semi finished goods consumable stores and such other moveable such as book debts, outstanding monies receivables and other such items as mentioned below both present and future of such form satisfactory to the Bank.

 

A mortgage and charge in favour of the  Bank of all the Borrower immovable and movable property both present and future, inclusive movable machinery, machinery spares, tools and accessories present and future. 

4) Gist of the terms and conditions and extent and operation of the charge.

The above is to secure fund based limit i.e. Cash Credit Limit of Rs. 23.800 Millions WCDL of Rs. 95.200 Millions and Non Fund Based i.e. Letter of Credit Limit of Rs. 15.000 Millions Bank Guarantee Limit of Rs. 5.000 Millions with Margin @ 25 % on stock and book debts Interest as per Schedule III of the Credit facility agreement or at such other rates as may be specified by the Bank from time to time.

5) Name and Address and description of the person entitled to the charge.

ICICI Bank Limited.

9-A, Connaught Place, New Delhi

6) Date  and brief description of instrument modifying the charge

Nil

7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.

Nil

 

Overview

 

RFCL Limited is now a part of ICICI Venture’s successful and expanding portfolio of path-breaking companies. Transformed into a dynamic entity, RFCL has embarked upon a new pathway for growth and success. At RFCL, innovation is a way of life as their work towards emverging as a globally respected company in the field of Life sciences and Laboratory Solutions. Their believe in nurturing value based growth through excellence & creativity. Everyday, the best of minds with widest experience guide the joy of Discovery, Manufacturing & Customising Solutions to reach greater heights in Customer care.

 

Key Milestones

 

SEPTEMBER 2005

Project Enterprise: The Management interacts with employees across the country launching Project Enterprise as the first step to usher in the transition to the Newco

 

OCTOBER 2005

Development of new identity for corporate and SBUs is initiated

 

DECEMBER 2005

Unveiling of the identity of Diagnova, the SBU for in vitro Diagnostics at Synapse ’05, the first All India Distributors’ Meet held by any diagnostic company in India

 

JANUARY 2006

• Launch of “Time to Consolidate”, an HR endeavor to channelize fresh thought processes and build teamwork across the company

• Harmony ’06 – All of RFCL, panning the four SBUs came together for the first time in Agra
• Concurrently held the First All India CFA Partners’ Meet – Fulcrum 2006 and the All India Manufacturing Partners Meet – Synergy 2006

 

FEBRUARY 2006

• Announcement of the Core Team for RFCL

• Launch of DIAGCARE – The Customer Support Program of Diagnova with the aim to “Strive for Perfection…On Time, All the Time”

• Launched the “Biosecurity Program”, an initiative of Vetnex Poultry Division to combat the Avian Influenza
• Exports initiative showcased RFCL and the four SBUs – Diagnova, Rankem, Vetnex and Neosynth at Arab Lab – the international exhibition in Dubai, UAE

 

MARCH 2006

• Launch of i-BEAMS – The Infrastructure and Business Enabling Architecture & Modeling Solutions
• Launch of Project PLANT – the indigenous manufacturing facility project in Haridwar for Diagnostics and Animal Healthcare products
• Embraced employment engagement philosophy, achieved 70th percentile on engagement and 81% on overall satisfaction in a world wide data base of 7.2 m employees across 537 organisations located in 105 countries

 

APRIL 2006

• Symbiosis – the 2nd All India Stockists’ Meet of Rankem, showcased its launch as an SBU of RFCL

MAY 2006

• Sprint 2010 laid down the Visions, Values and Targets for RFCL to sprint towards

• Fusion 2006, First All India Distributors’ Meet marked the launch of former Ranbaxy Animal Healthcare as Vetnex. First event of its kind witnessed by Veterinary industry

• Launch of Capsola Gold and Ceftivet to Distributors and Media sensitization to poultry journals at Fusion 2006
• Launch of well-equipped packaging development and testing lab to provide international packaging for their products

 

JULY 2006

• Biospectrum Magazine showcases RFCL and its SBUs along with Core Management

 

AUGUST 2006

• Launch of Avatec as a mark of their successful strategic alliance with Alpharma during the international exhibition ILDEX 2006 at New Delhi

• Launch of Eclectica Wet Lab by Diagnova at RFCL Headquarters

• Catalyst - The first newsletter aimed at internal communication is launched

 

OCTOBER 2006

• Time to Consolidate, a company wide outdoor activity based motivational, team building endeavor covers over 500 employees and associates

• Program MPower launched to promote operational excellence and empower second line management at RFCL
• Vetnex launches nationwide “Vetnex Learning Program” a continued education program through technical seminars for veterinarians

 

NOVEMBER 2006

• Rankem networks at Analytica Anacon 2006 and showcases new products and services

• Launch of Neosynth’s Process Development and Analytical labs

 

DECEMBER 2006

• December 1, 2006: Ranbaxy Fine Chemicals Limited formally becomes RFCL Limited and this day is committed as the RFCL Day

• A Day to Cherish their Achievements and Rededicate their selves to a Better Future as their celebrate RFCL Day

 

About ICICI Venture

ICICI Venture’s primary investment objective is capital investment through investments by way of equity or equity-related securities in unlisted companies with significant growth potential. ICICI Venture is India’s oldest and most experienced private equity manager and is the largest Indian private equity player with assets under management exceeding EUR 500 Mn. It is a subsidiary of ICICI Bank, India’s second largest bank that has assets exceeding EUR 22 billion (Sept 2004) with a market capitalization of EUR 6.1 billion (March 2005). Prominent non-Indian portfolio investors in the Bank include Oppenheimer Group, Temasek Holdings, Templeton Investment Counsel, HWIC Fund, Prudential Portfolio Managers and Government of Singapore.

RFCL, a USD 34-million Indian company, comprises of FOUR major business segments - Animal Health, In vitro Diagnostics, Scientific Laboratory Solutions and Custom Synthesis business.

RFCL offers products and services to a range of industries including the veterinary, aqua and poultry farms, in vitro diagnostic facilities in clinical labs, hospitals, nursing homes & laboratory chemicals and consumables for Pharmaceuticals, Biotechnology, R&D Laboratories & other industries.

Innovation, ethical practice and dedication has helped to unlock their potential. Their have been attaining excellence and success through team work as the four business segments move ahead in unison towards the common goal of creating sustainable competencies in their respective business areas.

DIVISIONS OF RFCL

Animal Health Segment

Strives to improve the productivity of poultry and livestock farmers and to enhance the joy of pet owners, by offering them world-class products to maintain their animals in a state of excellent health! It serves veterinarians in India, who are guardians of animal health.

Animal Health segment markets a comprehensive product line for Poultry, Livestock and Companion Animals, including:

All India Reach

The Animal Health business segment has 20 Primary Distribution locations over 400 stockists, 2000 retailers, and over 170 technically qualified and highly trained marketing and sales personnel. Their team is in touch with over 200 direct accounts, including large feed mills, dairy co-operatives and poultry breeding farms; the Animal Health field force covers 15,000 prescribers and consultants every month.

Market Success

The Animal Health segment is on the fast track, growing at double the industry rate. The segment has in the last five years leap-frogged from 20th to the 4th position in sales revenue and has the No. 1 slot in Poultry Health products.

DIAGNOVA

Diagnostics is a dynamic team that has an established presence in the market with an over 4500 customer base and is known for its benchmark quality, both in terms of posting a healthy growth of 30.6% against the market growth rate of 18% in 2004 (Source: Mc Evoy & Farmer, April 2004).

Their offer a wide range of cutting edge reagents and instruments for diagnostic facilities based in private pathology laboratories, corporate / government hospitals, nursing homes, polyclinics, blood banks, Research & development Institutions, CRO laboratories and physicians’ clinics.

A dedicated and highly experienced team in the industry caters to customized needs of every individual laboratory in different settings, supported by a wide marketing and servicing network spread across the country. The technically qualified team comprises of doctorates, post graduates and graduates in science, engineers and management personnel.

Their endeavors to provide the best of products and services are strengthened by their strategic alliances with the leading instrumentation and reagent companies in the world.

Milestones in Scientific Lab solutions

Exclusive marketing agreement with PRINCETON CHROMATOGRAPHY INC, USA
Distributorship agreement with ACCUSTANDARD INC; USA
Marketing alliance with MALLINCKRODT BAKER INC; USA
Collaboration with GRACE VYDAC, a business unit of W.R. Grace & Co.
Marketing alliance with Sartorius India, a subsidary of SARTORIUS AG, Germany
Formation of Ranbaxy Fine Chemicals Limited as a separate entity and birth of RANKEM
Tie-up with ACROS ORGANICS, Belgium (a Fisher Scientific Worldwide company)
Inception of Ranbaxy Laboratories Limited-Chemical Division

Subject believe in building long lasting, rewarding relationships that has foundation on high quality, trust, reliability & mutual growth. Today, they are proud to be associated with critical and integral stages in the growth of diverse industrial segments, ranging from Pharmaceuticals to Textiles, from Oil and Natural Gas to Food Processing.


They believe in building mutual trust by continuously exploring needs, agreeing on mutual interests, delivering commitments & assuring the fulfillments. They manifest trust building every day, in every measure, action and initiative they undertake. They strive hard to match the individual specifications with premium quality products manufactured at their ISO-9001:2000 and ISO 14001:1996 compliant units and delivered keeping the timelines in mind. They are committed to provide you the products and services of the highest quality & thus achieve customer satisfaction, which is fundamental to their business.


They believe the best way to meet the goals of their Mission Statement is to listen carefully to their customers' needs and build their activities around those needs. They believe that in their partnership with their customers & business partners ,the business will continue to grow to everyone’s benefit. They strongly believe that their substantial efforts and investments of time, creativity & resources will lead to a continuous & growing Powerful  Partnership.

 

Ranbaxy Laboratories Limited (RLL) announced that its Allied Business division, Ranbaxy Fine Chemicals Limited, (RFCL), has been awarded ISO14001:1996 Certification from TUV Suddeutschland India. This puts RFCL amongst the few global companies in the chemical industry to get this certification. Already an ISO 9001:2000 certified Company, RFCL becomes India's first organization in the laboratory chemical industry, to attain this distinction.


The recognition is reflective of the Company's commitment to embrace stricter Environment and Quality Management standards enabling it to strengthen its position as a reliable manufacturer and marketer of fine chemicals. RFCL commands 11 % market share in India and has a significant presence in the international market.


Commenting on the achievement, Mr. Sushil Mehta, Director, Allied Business, said, "The ISO certification is a significant milestone for RFCL. It vindicates their position as an efficient and reliable supply partner of high purity fine chemicals for manufacturing processes, quality assurance and research & development".


Ranbaxy Fine Chemicals Limited, an ISO-9001:2000 certified leading fine chemicals company in the country, is engaged in the production of Reagents, Fine Chemicals used in manufacturing processes for specialized industries and Laboratory Chemicals used in R&D. It markets over 1000 products through a strong marketing and distribution network within India and overseas. It also has exclusive marketing rights, in India, for over 17500 rare chemicals and 500 presentations belonging to Acros Organics and other leading companies.


Ranbaxy Laboratories Limited, India's largest pharmaceutical company, manufactures and markets brand and generic pharmaceuticals and Active Pharmaceutical Ingredients. Ranbaxy's continued focus on R&D has resulted in several approvals in developed markets and significant progress in New Drug Discovery Research. Ranbaxy's foray into Novel Drug Delivery Systems has led to proprietary "platform technologies" resulting in a number of products under development. The Company is selling its products in over 100 countries and has an expanding international portfolio of affiliates, joint ventures and alliances, ground operations in 34 countries and manufacturing operations in 7 countries.

 

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.39.32

UK Pound

1

Rs.81.82

Euro

1

Rs.56.90

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

6

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

6

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

54

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions